Exhibit 4.1


 


Mesa Laboratories, Inc.


 


INDENTURE


 


Dated as of [          ]


 


U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION


 


Trustee


 






     


     


    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE	1



 


	Section 1.1	Definitions	1
	Section 1.2	Other Definitions	4
	Section 1.3	Incorporation by Reference of Trust Indenture Act	4
	Section 1.4	Rules of Construction	5

 


	ARTICLE II THE SECURITIES	5



 


	Section 2.1	Issuable in Series	5
	Section 2.2	Establishment of Terms of Series of Securities	6
	Section 2.3	Execution and Authentication	7
	Section 2.4	Registrar and Paying Agent	8
	Section 2.5	Paying Agent to Hold Money in Trust	9
	Section 2.6	Securityholder Lists	9
	Section 2.7	Transfer and Exchange	9
	Section 2.8	Mutilated, Destroyed, Lost and Stolen Securities	10
	Section 2.9	Outstanding Securities	10
	Section 2.10	Treasury Securities	11
	Section 2.11	Temporary Securities	11
	Section 2.12	Cancellation	11
	Section 2.13	Defaulted Interest	11
	Section 2.14	Global Securities	12
	Section 2.15	CUSIP Numbers	13



 


	ARTICLE III REDEMPTION	13



 


	Section 3.1	Notice to Trustee	13
	Section 3.2	Selection of Securities to be Redeemed	13
	Section 3.3	Notice of Redemption	14
	Section 3.4	Effect of Notice of Redemption	14
	Section 3.5	Deposit of Redemption Price	15
	Section 3.6	Securities Redeemed in Part	15



 


	ARTICLE IV COVENANTS	15



 


	Section 4.1	Payment of Principal and Interest	15
	Section 4.2	SEC Reports	15
	Section 4.3	Compliance Certificate	15
	Section 4.4	Stay, Extension and Usury Laws	16


 


	ARTICLE V SUCCESSORS	16



 


	Section 5.1	When Company May Merge, Etc	16
	Section 5.2	Successor Corporation Substituted	16


 






     


     


    

 


	ARTICLE VI DEFAULTS AND REMEDIES	17



 


	Section 6.1	Events of Default	17
	Section 6.2	Acceleration of Maturity; Rescission and Annulment	18
	Section 6.3	Collection of Indebtedness and Suits for Enforcement by Trustee	19
	Section 6.4	Trustee May File Proofs of Claim	19
	Section 6.5	Trustee May Enforce Claims Without Possession of Securities	20
	Section 6.6	Application of Money Collected	20
	Section 6.7	Limitation on Suits	21
	Section 6.8	Unconditional Right of Holders to Receive Principal and Interest	21
	Section 6.9	Restoration of Rights and Remedies	21
	Section 6.10	Rights and Remedies Cumulative	22
	Section 6.11	Delay or Omission Not Waiver	22
	Section 6.12	Control by Holders	22
	Section 6.13	Waiver of Past Defaults	22
	Section 6.14	Undertaking for Costs	23


 


	ARTICLE VII TRUSTEE	23



 


	Section 7.1	Duties of Trustee	23
	Section 7.2	Rights of Trustee	24
	Section 7.3	Individual Rights of Trustee	25
	Section 7.4	Trustee’s Disclaimer	25
	Section 7.5	Notice of Defaults	26
	Section 7.6	Reports by Trustee to Holders	26
	Section 7.7	Compensation and Indemnity	26
	Section 7.8	Replacement of Trustee	27
	Section 7.9	Successor Trustee by Merger, Etc	28
	Section 7.10	Eligibility; Disqualification	28
	Section 7.11	Preferential Collection of Claims Against Company	28


 


	ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE	28



 


	Section 8.1	Satisfaction and Discharge of Indenture	28
	Section 8.2	Application of Trust Funds; Indemnification	29
	Section 8.3	Legal Defeasance of Securities of any Series	30
	Section 8.4	Covenant Defeasance	31
	Section 8.5	Repayment to Company	32
	Section 8.6	Reinstatement	33


 


	ARTICLE IX AMENDMENTS AND WAIVERS	33



 


	Section 9.1	Without Consent of Holders	33
	Section 9.2	With Consent of Holders	34
	Section 9.3	Limitations	34
	Section 9.4	Compliance with Trust Indenture Act	35
	Section 9.5	Revocation and Effect of Consents	35
	Section 9.6	Notation on or Exchange of Securities	35
	Section 9.7	Trustee Protected	35



 






     


     


    

 


	ARTICLE X MISCELLANEOUS	36



 


	Section 10.1	Trust Indenture Act Controls	36
	Section 10.2	Notices	36
	Section 10.3	Communication by Holders with Other Holders	37
	Section 10.4	Certificate and Opinion as to Conditions Precedent	37
	Section 10.5	Statements Required in Certificate or Opinion	37
	Section 10.6	Rules by Trustee and Agents	38
	Section 10.7	Legal Holidays	38
	Section 10.8	No Recourse Against Others	38
	Section 10.9	Counterparts	38
	Section 10.10	Governing Law	38
	Section 10.11	No Adverse Interpretation of Other Agreements	38
	Section 10.12	Successors	38
	Section 10.13	Severability	39
	Section 10.14	Table of Contents, Headings, Etc	39
	Section 10.15	Securities in a Foreign Currency	39
	Section 10.16	Judgment Currency	39


 


	ARTICLE XI SINKING FUNDS	40



 


	Section 11.1	Applicability of Article	40
	Section 11.2	Satisfaction of Sinking Fund Payments with Securities	40
	Section 11.3	Redemption of Securities for Sinking Fund	41


 






     


     


    

 


MESA LABORATORIES, INC.


 


Reconciliation
and tie between Trust Indenture Act of 1939 and Indenture, dated as of [          ]


 


	§ 310(a)(1)	7.10
	(a)(2)	7.10
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(a)(5)	7.10
	(b)	7.10
	§ 311(a)	7.11
	(b)	7.11
	(c)	Not Applicable
	§ 312(a)	2.6
	(b)	10.3
	(c)	10.3
	§ 313(a)	7.6
	(b)(1)	7.6
	(b)(2)	7.6
	(c)(1)	7.6
	(d)	7.6
	§ 314(a)	4.2, 10.5
	(b)	Not Applicable
	(c)(1)	10.4
	(c)(2)	10.4
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	10.5
	(f)	Not Applicable
	§ 315(a)	7.1
	(b)	7.5
	(c)	7.1
	(d)	7.1
	(e)	6.14
	§ 316(a)	2.10
	(a)(1)(A)	6.12
	(a)(1)(B)	6.13
	(b)	6.8
	§ 317(a)(1)	6.3
	(a)(2)	6.4
	(b)	2.5
	§ 318(a)	10.1


 


Note:          This
reconciliation and tie shall not, for any purpose, be deemed to be part of the Indenture.


 






     


     


    

 


Indenture dated
as of [          ] among Mesa
Laboratories, Inc., a Colorado corporation (“Company”), and U.S. Bank Trust Company, National Association
(“Trustee”).


 


Each party agrees as follows for the benefit of
the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.


 


ARTICLE I


DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section 1. 1          Definitions


 


“Additional Amounts” means any additional
amounts which are required hereby or by any Security, under circumstances specified herein or therein, to be paid by the Company in respect
of certain taxes imposed on Holders specified herein or therein and which are owing to such Holders.


 


“Affiliate” of any specified person
means any other person directly or indirectly controlling or controlled by or under common control with such specified person. For the
purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under
common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct
or cause the direction of the management or policies of such person, whether through the ownership of voting securities or by agreement
or otherwise.


 


“Agent” means any Registrar, Paying Agent or
Notice Agent.


 


“Board of Directors” means the Board of Directors
of the Company or any duly authorized committee thereof.


 


“Board Resolution”
means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been adopted by the Board of
Directors or pursuant to authorization by the Board of Directors and to be in full force and effect on the date of the certificate and
delivered to the Trustee.


 


“Business Day” means, unless otherwise
provided by Board Resolution, Officer’s Certificate or supplemental indenture hereto for a particular Series, any day except a Saturday,
Sunday or a legal holiday in The City of New York (or in connection with any payment, the place of payment) on which banking institutions
are authorized or required by law, regulation or executive order to close.


 


“Capital Stock” means any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock.


 


“Company” means the party named as such
above until a successor replaces it and thereafter means the successor.


 


“Company Order” means a written order signed
in the name of the Company by an Officer.


 






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“Corporate Trust Office” means the
office of the Trustee at which at any particular time its corporate trust business related to this Indenture shall be principally administered.


 


“Default” means any event which is, or after
notice or passage of time or both would be, an Event of Default.


 


“Depositary” means, with respect to
the Securities of any Series issuable or issued in whole or in part in the form of one or more Global Securities, which shall initially
be The Depositary Trust Company, New York, New York, known as DTC; and if at any time there is more than one such person, “Depositary”
as used with respect to the Securities of any Series shall mean the Depositary with respect to the Securities of such Series.


 


“Discount Security” means any Security
that provides for an amount less than the stated principal amount thereof to be due and payable upon declaration of acceleration of the
maturity thereof pursuant to Section 6.2.


 


“Dollars” and “$” means the currency
of The United States of America.


 


“Exchange Act” means the Securities Exchange Act of 1934, as amended.


 


“Foreign Currency” means any currency or currency
unit issued by a government other than the government of The United States of America.


 


“Foreign Government Obligations” means,
with respect to Securities of any Series that are denominated in a Foreign Currency, direct obligations of, or obligations guaranteed
by, the government that issued or caused to be issued such currency for the payment of which obligations its full faith and credit is
pledged and which are not callable or redeemable at the option of the issuer thereof.


 


“GAAP” means accounting principles
generally accepted in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or
in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in
effect as of the date of determination.


 


“Global Security” or “Global
Securities” means a Security or Securities, as the case may be, in the form established pursuant to Section 2.2 evidencing
all or part of a Series of Securities, issued to the Depositary for such Series or its nominee, and registered in the name of
such Depositary or nominee.


 


“Holder” or “Securityholder” means
a person in whose name a Security is registered.


 


“Indenture” means this Indenture as
amended or supplemented from time to time and shall include the form and terms of particular Series of Securities established as
contemplated hereunder.


 


“interest” with respect to any Discount Security
which by its terms bears interest only after Maturity, means interest payable after Maturity.


 






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“Maturity,” when used with respect
to any Security, means the date on which the principal of such Security becomes due and payable as therein or herein provided, whether
at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.


 


“Officer” means the Chief Executive
Officer, the President, the Chief Financial Officer, the Treasurer or any Assistant Treasurer, the Secretary or any Assistant Secretary,
or any Vice President of the Company.


 


“Officer’s Certificate” means a certificate
signed by any Officer.


 


“Opinion of Counsel” means a written
opinion of legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company.


 


“person” means any individual, corporation,
partnership, joint venture, association, limited liability company, joint-stock company, trust, unincorporated organization or government
or any agency or political subdivision thereof.


 


“principal” of a Security means the
principal of the Security plus, when appropriate, the premium, if any, on, and any Additional Amounts in respect of, the Security.


 


“Responsible Officer” means any officer
of the Trustee in its Corporate Trust Office having responsibility for administration of this Indenture and also means, with respect to
a particular corporate trust matter, any other officer to whom any corporate trust matter is referred because of his or her knowledge
of and familiarity with a particular subject.


 


“SEC” means the Securities and Exchange Commission.


 


“Securities” means the debentures, notes or
other debt instruments of the Company of any Series authenticated and delivered under this Indenture.


 


“Series” or
 “Series of Securities” means each series of debentures, notes or other debt instruments of the Company created
pursuant to Sections 2.1 and 2.2 hereof.


 


“Stated Maturity” when used with respect
to any Security, means the date specified in such Security as the fixed date on which the principal of such Security or interest is due
and payable.


 


“Subsidiary” of any specified person
means any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at
the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of that person or a combination
thereof.


 


“TIA” means the Trust Indenture
Act of 1939 (15 U.S. Code §§ 77aaa-77bbbb) as in effect on the date of this Indenture; provided, however, that in the
event the Trust Indenture Act of 1939 is amended after such date, “TIA” means, to the extent required by any such
amendment, the Trust Indenture Act as so amended.


 






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“Trustee” means the person named as
the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean or include each person who is then a Trustee hereunder,
and if at any time there is more than one such person, “Trustee” as used with respect to the Securities of any Series shall
mean the Trustee with respect to Securities of that Series.


 


“U.S. Government Obligations” means
securities which are direct obligations of, or guaranteed by, The United States of America for the payment of which its full faith and
credit is pledged and which are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on
or principal of any such U.S. Government Obligation held by such custodian for the account of the holder of a depository receipt; provided
that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the U.S. Government Obligation evidenced by such depository
receipt.


 


Section 1.2          Other
Definitions.


 


	TERM	 	DEFINED IN SECTION	 
	“Bankruptcy Law”	 	6.1	 
	“Custodian”	 	6.1	 
	“Event of Default”	 	6.1	 
	“Judgment Currency”	 	10.16	 
	“Legal Holiday”	 	10.7	 
	“mandatory sinking fund payment”	 	11.1	 
	“New York Banking Day”	 	10.16	 
	“Notice Agent”	 	2.4	 
	“optional sinking fund payment”	 	11.1	 
	“Paying Agent”	 	2.4	 
	“Registrar”	 	2.4	 
	“Required Currency”	 	10.16	 
	“successor person”	 	5.1	 




 


Section 1. 3          Incorporation
by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference
in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings:


 


“Commission” means the SEC.


 


“indenture securities” means the Securities.


 






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“indenture security holder” means a Securityholder.


 


“indenture to be qualified” means this Indenture.


 


“indenture trustee” or “institutional trustee”
means the Trustee.


 


“obligor” on the indenture securities means the
Company and any successor obligor upon the Securities.


 


All other terms used in this Indenture that are
defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein
are used herein as so defined.


 


Section
1.4        Rules of
Construction. Unless the context otherwise requires:


 


		(a)	a term has the meaning assigned to it;



 


		(b)	an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;



 


		(c)	“or” is not exclusive;



 


		(d)	words in the singular include the plural, and in the plural include the singular; and



 


		(e)	provisions apply to successive events and transactions.



 


ARTICLE II

THE SECURITIES


 


Section 2.1        Issuable
in Series. The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.
The Securities may be issued in one or more Series. All Securities of a Series shall be identical except as may be set forth or determined
in the manner provided in a Board Resolution, supplemental indenture or Officer’s Certificate detailing the adoption of the terms
thereof pursuant to authority granted under a Board Resolution. In the case of Securities of a Series to be issued from time to time,
the Board Resolution, Officer’s Certificate or supplemental indenture detailing the adoption of the terms thereof pursuant to authority
granted under a Board Resolution may provide for the method by which specified terms (such as interest rate, maturity date, record date
or date from which interest shall accrue) are to be determined. Securities may differ between Series in respect of any matters, provided
that all Series of Securities shall be equally and ratably entitled to the benefits of this Indenture.


 






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Section 2.2        Establishment
of Terms of Series of Securities. At or prior to the issuance of any Securities within a Series, the following shall be
established (as to the Series generally, in the case of Subsection 2.2.1 and either as to such Securities within the
Series or as to the Series generally in the case of Subsections 2.2.2 through 2.2.21) by or pursuant to a Board
Resolution, and set forth or determined in the manner provided in a Board Resolution, supplemental indenture or Officer’s
Certificate:


 


 2.2.1           the title of the Securities of the Series;




 


 2.2.2           the price or prices (expressed as a percentage of the principal amount thereof) at which the Securities of the Series will be issued;




 


 2.2.3           any limit upon the aggregate principal amount of the Securities of the Series;




 


 2.2.4           the date or dates, or the method of determining the dates, on which the Securities of the Series will mature;




 


2.2.5           the
interest rate or rates, which may be fixed or variable, of the Securities of the Series, or the method of determining those rates, the
interest payment dates and the regular record dates;


 


2.2.6           the
places where payments may be made on the Securities of the Series and where the Securities of such Series may be surrendered
for registration of transfer and exchange and where notices and demands in respect of the Securities of such Series may be served
and the method of such payment, if by wire transfer, mail or other means;


 


 2.2.7           any mandatory or optional redemption provisions applicable to the Securities of the Series;




 


 2.2.8           any sinking fund or analogous provisions applicable to the Securities of the Series;




 


2.2.9           whether
and on what terms the Company will pay additional amounts to Holders of the Securities of the Series that are not U.S. persons in
respect of any tax, assessment or governmental charge withheld or deducted and, if so, whether and on what terms the Company will have
the option to redeem the Securities of such Series rather than pay the additional amounts;


 


 2.2.10         whether the Securities of the Series will be senior or subordinated;




 


 2.2.11         any terms for the attachment to Securities of the Series of warrants, options or other rights to purchase or sell Company securities;




 


2.2.12         if
the Securities of the Series will be secured by any collateral and, if so, a general description of the collateral and the terms
and provisions of such collateral security, pledge or other agreements;


 


2.2.13         any depositaries, interest rate calculation
agents, exchange rate calculation agents or other agents;


 






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2.2.14         the
portion of the principal amount of the Securities of the Series payable upon the acceleration of maturity if other than the entire
principal amount of the Securities of such Series;


 


 2.2.15         any deletions of, or changes or additions to, the events of default or covenants applicable to the Securities of the Series;




 


2.2.16         if
other than Dollars, the currency or currencies in which payments of principal, premium and/or interest on the Securities of the Series will
be payable and whether the holder may elect payment to be made in a different currency;


 


 2.2.17         the method of determining the amount of any payments on the Securities of the Series which are linked to an index;




 


 2.2.18         whether the Securities of the Series will be issued in the form of one or more global securities in temporary or definitive form;




 


2.2.19         whether
the Securities of the Series will be convertible or exchangeable into or for Capital Stock or other Securities and the conversion
price or exchange ratio, the conversion or exchange period and any other conversion or exchange provisions;


 


 2.2.20         any terms relating to the delivery of the Securities of the Series if they are to be issued upon the exercise of warrants; and




 


 2.2.21         any other specific terms of the Securities of the Series.




 


All Securities of any one Series need not
be issued at the same time and may be issued from time to time, consistent with the terms of this Indenture, if so provided by or pursuant
to the Board Resolution, supplemental indenture hereto or Officer’s Certificate referred to above.


 


Section 2.3        Execution
and Authentication. An Officer shall sign the Securities for the Company by manual or facsimile signature.


 


If an Officer whose signature is on a Security no longer
holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.


 


A Security shall not be valid until authenticated
by the manual or facsimile signature of the Trustee or an authenticating agent. The signature shall be conclusive evidence that the Security
has been authenticated under this Indenture.


 


The Trustee shall at any time, and from time to
time, authenticate Securities for original issue in the principal amount provided in the Board Resolution, supplemental indenture hereto
or Officer’s Certificate, upon receipt by the Trustee of a Company Order. Each Security shall be dated the date of its authentication.


 






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The aggregate principal amount of Securities of
any Series outstanding at any time may not exceed any limit upon the maximum principal amount for such Series set forth in the
Board Resolution, supplemental indenture hereto or Officer’s Certificate delivered pursuant to Section 2.2, except as provided
in Section 2.8.


 


Prior to the issuance of Securities of any Series, the
Trustee shall have received and (subject to Section 7.2) shall be fully protected in relying on: (a) the Board Resolution,
supplemental indenture hereto or Officer’s Certificate establishing the form of the Securities of that Series or of
Securities within that Series and the terms of the Securities of that Series or of Securities within that Series,
(b) an Officer’s Certificate complying with Section 10.4, and (c) an Opinion of Counsel complying with
Section 10.4.


 


The Trustee shall have the right to decline to
authenticate and deliver any Securities of such Series: (a) if the Trustee, being advised by counsel, determines that such action
may not be taken lawfully; or (b) if the Trustee in good faith by its board of directors or trustees, executive committee or a trust
committee of directors and/or vice presidents or a committee of Responsible Officers shall determine that such action would expose the
Trustee to personal liability to Holders of any then outstanding Series of Securities.


 


The Trustee may appoint an authenticating agent
acceptable to the Company to authenticate Securities. An authenticating agent may authenticate Securities whenever the Trustee may do
so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has
the same rights as an Agent to deal with the Company or an Affiliate of the Company.


 


Section 2.4        Registrar
and Paying Agent. The Company shall maintain, with respect to each Series of Securities, at the place or places specified with
respect to such Series pursuant to Section 2.2, an office or agency where Securities of such Series may be presented or
surrendered for payment (“Paying Agent”), where Securities of such Series may be surrendered for registration of transfer
or exchange (“Registrar”) and where notices and demands to or upon the Company in respect of the Securities of such Series and
this Indenture may be delivered (“Notice Agent”). The Registrar shall keep a register with respect to each Series of
Securities and to their transfer and exchange. The Company will give prompt written notice to the Trustee of the name and address, and
any change in the name or address, of each Registrar, Paying Agent or Notice Agent. If at any time the Company shall fail to maintain
any such required Registrar, Paying Agent or Notice Agent or shall fail to furnish the Trustee with the name and address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 


The Company may also from time to time
designate one or more co-registrars, additional paying agents or additional notice agents and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligations
to maintain a Registrar, Paying Agent and Notice Agent in each place so specified pursuant to Section 2.2 for Securities of any
Series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and
of any change in the name or address of any such co-registrar, additional paying agent or additional notice agent. The term
 “Registrar” includes any co-registrar; the term “Paying Agent” includes any additional paying agent; and the
term “Notice Agent” includes any additional notice agent. The Company or any of its Affiliates may serve as Registrar or
Paying Agent.


 






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The Company hereby appoints the Trustee the initial
Registrar, Paying Agent and Notice Agent for each Series unless another Registrar, Paying Agent or Notice Agent, as the case may
be, is appointed prior to the time Securities of that Series are first issued.


 


Section 2.5        Paying
Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying
Agent will hold in trust, for the benefit of Securityholders of any Series of Securities, or the Trustee, all money held by the
Paying Agent for the payment of principal of or interest on the Series of Securities, and will notify the Trustee of any default
by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary of the Company) shall have no further liability for
the money. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of Securityholders of any Series of Securities all money held by it as Paying Agent. Upon any bankruptcy, reorganization
or similar proceeding with respect to the Company, the Trustee shall serve as Paying Agent for the Securities.


 


Section 2.6        Securityholder
Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names
and addresses of Securityholders of each Series of Securities and shall otherwise comply with TIA § 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least ten days before each interest payment date and at such other
times as the Trustee may request in writing a list, in such form and as of such date as the Trustee may reasonably require, of the names
and addresses of Securityholders of each Series of Securities.


 


Section 2.7      Transfer
and Exchange. Where Securities of a Series are presented to the Registrar or a co-registrar with a request to register a transfer
or to exchange them for an equal principal amount of Securities of the same Series, the Registrar shall register the transfer or make
the exchange if its requirements for such transactions are met. To permit registrations of transfers and exchanges, the Trustee shall
authenticate Securities at the Registrar’s request. No service charge shall be made for any registration of transfer or exchange
(except as otherwise expressly permitted herein), but the Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such transfer tax or similar governmental charge payable
upon exchanges pursuant to Sections 2.11, 3.6 or 9.6).


 


Neither the Company nor the Registrar shall
be required (a) to issue, register the transfer of, or exchange Securities of any Series for the period beginning at the
opening of business fifteen days immediately preceding the mailing of a notice of redemption of Securities of that
Series selected for redemption and ending at the close of business on the day of such mailing, or (b) to register the
transfer of or exchange Securities of any Series selected, called or being called for redemption as a whole or the portion
being redeemed of any such Securities selected, called or being called for redemption in part.


 






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Section 2.8        Mutilated,
Destroyed, Lost and Stolen Securities. If any mutilated Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of the same Series and of like tenor and principal amount
and bearing a number not contemporaneously outstanding.


 


If there shall be delivered to the Company and
the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity
bond as may be required by each of them to hold itself and any of its agents harmless, then, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee
shall authenticate and make available for delivery, in lieu of any such destroyed, lost or stolen Security, a new Security of the same
Series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


In case any such mutilated, destroyed, lost or
stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security,
pay such Security.


 


Upon the issuance of any new Security under this
Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security of any
Series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that Series duly
issued hereunder.


 


The provisions of this Section are exclusive
and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities.


 


Section 2.9        Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Trustee except for those canceled
by it, those delivered to it for cancellation, those reductions in the interest on a Global Security effected by the Trustee in accordance
with the provisions hereof and those described in this Section as not outstanding.


 


If a Security is replaced
pursuant to Section 2.8, it ceases to be outstanding until the Trustee receives proof satisfactory to it that the replaced Security
is held by a bona fide purchaser.


 


If the Paying Agent (other than the Company,
a Subsidiary of the Company or an Affiliate of the Company) holds on the Maturity of Securities of a Series money sufficient to
pay such Securities payable on that date, then on and after that date such Securities of the Series cease to be outstanding and
interest on them ceases to accrue.


 






    	 	10 	 



     


    

 


The Company may purchase or otherwise acquire the
Securities, whether by open market purchases, negotiated transactions or otherwise. A Security does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Security (but see Section 2.10 below).


 


In determining whether the Holders of the requisite
principal amount of outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder,
the principal amount of a Discount Security that shall be deemed to be outstanding for such purposes shall be the amount of the principal
thereof that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 6.2.


 


Section 2.10     Treasury
Securities. In determining whether the Holders of the required principal amount of Securities of a Series have concurred in
any request, demand, authorization, direction, notice, consent or waiver, Securities of a Series owned by the Company or any Affiliate
of the Company shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on
any such request, demand, authorization, direction, notice, consent or waiver only Securities of a Series that a Responsible Officer
of the Trustee knows are so owned shall be so disregarded.


 


Section 2.11      Temporary
Securities. Until definitive Securities are ready for delivery, the Company may prepare and the Trustee shall authenticate temporary
Securities upon a Company Order. Temporary Securities shall be substantially in the form of definitive Securities but may have variations
that the Company considers appropriate for temporary Securities. Without unreasonable delay, the Company shall prepare and the Trustee
upon receipt of a Company Order shall authenticate definitive Securities of the same Series and date of maturity in exchange for
temporary Securities. Until so exchanged, temporary securities shall have the same rights under this Indenture as the definitive Securities.


 


Section 2.12      Cancellation.
The Company at any time may deliver Securities to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Securities surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Securities
surrendered for transfer, exchange, payment, replacement or cancellation and shall destroy such canceled Securities (subject to the record
retention requirements of the Exchange Act and the Trustee) and deliver a certificate of such cancellation to the Company, upon written
request of the Company. The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for
cancellation.


 


Section 2.13      Defaulted
Interest. If the Company defaults in a payment of interest on a Series of Securities, it shall pay the defaulted interest,
plus, to the extent permitted by law, any interest payable on the defaulted interest, to the persons who are Securityholders of the
Series on a subsequent special record date. The Company shall fix the record date and payment date. At least 10 days before the
special record date, the Company shall mail to the Trustee and to each Securityholder of the Series a notice that states the special
record date, the payment date and the amount of interest to be paid. The Company may pay defaulted interest in any other lawful
manner.


 






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Section 2.14      Global
Securities.


 


2.14.1         Terms
of Securities. A Board Resolution, a supplemental indenture hereto or an Officer’s Certificate shall establish whether the Securities
of a Series shall be issued in whole or in part in the form of one or more Global Securities and the Depositary for such Global Security
or Securities.


 


2.14.2        
Transfer and Exchange. Notwithstanding any provisions to the contrary contained in Section 2.7
of this Indenture and in addition thereto, any Global Security shall be exchangeable pursuant to Section 2.7 of this Indenture for
Securities registered in the names of Holders other than the Depositary for such Security or its nominee only if (i) such Depositary
notifies the Company that it is unwilling or unable to continue as Depositary for such Global Security or if at any time such Depositary
ceases to be a clearing agency registered under the Exchange Act, and, in either case, the Company fails to appoint a successor Depositary
registered as a clearing agency under the Exchange Act within 90 days of such event or (ii) the Company executes and delivers to
the Trustee an Officer’s Certificate to the effect that such Global Security shall be so exchangeable. Any Global Security that
is exchangeable pursuant to the preceding sentence shall be exchangeable for Securities registered in such names as the Depositary shall
direct in writing in an aggregate principal amount equal to the principal amount of the Global Security with like tenor and terms.


 


Except as provided in this Section 2.14.2,
a Global Security may not be transferred except as a whole by the Depositary with respect to such Global Security to a nominee of such
Depositary, by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by the Depositary or any such
nominee to a successor Depositary or a nominee of such a successor Depositary.


 


 2.14.3          Legend. Any Global Security issued hereunder shall bear a legend in substantially the following form:




 


“This Security is a Global Security within
the meaning of the Indenture hereinafter referred to and is registered in the name of the Depositary or a nominee of the Depositary. This
Security is exchangeable for Securities registered in the name of a person other than the Depositary or its nominee only in the limited
circumstances described in the Indenture, and may not be transferred except as a whole by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor
Depositary or a nominee of such a successor Depositary.”


 


2.14.4          Acts
of Holders. The Depositary, as a Holder, may appoint agents and otherwise authorize participants to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action which a Holder is entitled to give or take under this Indenture.


 






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2.14.5         Payments.
Notwithstanding the other provisions of this Indenture, unless otherwise specified as contemplated by Section 2.2, payment of the
principal of and interest, if any, on any Global Security shall be made to the Holder thereof.


 


2.14.6         Consents,
Declaration and Directions. The Company, the Trustee and any Agent shall treat a person as the Holder of such principal amount of
outstanding Securities of such Series represented by a Global Security as shall be specified in a written statement of the Depositary
or by the applicable procedures of the Depositary with respect to such Global Security, for purposes of obtaining any consents, declarations,
waivers or directions required to be given by the Holders pursuant to this Indenture.


 


Section 2.15      CUSIP
Numbers. The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee
shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that
no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other elements of identification printed on the Securities, and any such redemption
shall not be affected by any defect in or omission of such numbers.


 


ARTICLE III

REDEMPTION


 


Section 3.1        Notice
to Trustee. The Company may, with respect to any Series of Securities, reserve the right to redeem and pay the Series of
Securities or may covenant to redeem and pay the Series of Securities or any part thereof prior to the Stated Maturity thereof at
such time and on such terms as provided for in such Securities. If a Series of Securities is redeemable and the Company wants or
is obligated to redeem prior to the Stated Maturity thereof all or part of the Series of Securities pursuant to the terms of such
Securities, it shall notify the Trustee of the redemption date and the principal amount of Series of Securities to be redeemed. The
Company shall give the notice at least 15 days before the redemption date (or such shorter notice as may be acceptable to the Trustee).


 


Section 3.2        Selection
of Securities to be Redeemed. Unless otherwise indicated for a particular Series by a Board Resolution, a supplemental
indenture hereto or an Officer’s Certificate, if less than all the Securities of a Series are to be redeemed, the Trustee
shall select the Securities of the Series to be redeemed in any manner that the Trustee deems fair and appropriate, including
by lot or other method, unless otherwise required by law or applicable stock exchange requirements, subject, in the case of Global
Securities, to the applicable rules and procedures of the Depositary. The Trustee shall make the selection from Securities of
the Series outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of
Securities of the Series that have denominations larger than $1,000. Securities of the Series and portions of them it
selects shall be in amounts of $1,000 or whole multiples of $1,000 or the minimum principal denomination for each Series and
the authorized integral multiples thereof. Provisions of this Indenture that apply to Securities of a Series called for
redemption also apply to portions of Securities of that Series called for redemption.


 






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Section 3.3        Notice
of Redemption. Unless otherwise indicated for a particular Series by Board Resolution, a supplemental indenture hereto or an
Officer’s Certificate, at least 15 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption
by first-class mail to each Holder whose Securities are to be redeemed.


 


The notice shall identify the Securities of the Series to
be redeemed and shall state:


 


		(a)	the redemption date;



 


		(b)	the redemption price;



 


		(c)	the name and address of the Paying Agent;



 


(d)      if
any Securities are being redeemed in part, the portion of the principal amount of such Securities to be redeemed and that, after the redemption
date and upon surrender of such Security, a new Security or Securities in principal amount equal to the unredeemed portion of the original
Security shall be issued in the name of the Holder thereof upon cancellation of the original Security;


 


		(e)	that Securities of the Series called for redemption must be surrendered to the Paying Agent to collect the redemption price;



 


		(f)	that interest on Securities of the Series called for redemption ceases to accrue on and after the redemption date;



 


		(g)	the CUSIP number, if any; and



 


		(h)	any other information as may be required by the terms of the particular Series or the Securities of a Series being redeemed.



 


At the Company’s request, the Trustee shall
give the notice of redemption in the Company’s name and at its expense, provided, however, that the Company has delivered to the
Trustee, at least 5 days (unless a shorter time shall be acceptable to the Trustee) prior to the notice date, an Officer’s Certificate
requesting that the Trustee give such notice and setting forth the information to be stated in such notice.


 


Section 3.4        Effect
of Notice of Redemption. Once notice of redemption is mailed as provided in Section 3.3, Securities of a Series called
for redemption become due and payable on the redemption date and at the redemption price. Except as otherwise provided in the
supplemental indenture, Board Resolution or Officer’s Certificate for a Series of Securities, a notice of redemption
pertaining to such Series may not be conditional. Upon surrender to the Paying Agent, such Securities shall be paid at
the redemption price plus accrued interest to the redemption date.


 






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Section 3.5        Deposit
of Redemption Price. On or before 11:00 a.m., New York City time, on the redemption date, the Company shall deposit with the Paying
Agent money sufficient to pay the redemption price of and accrued interest, if any, on all Securities to be redeemed on that date.


 


Section 3.6        Securities
Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security
of the same Series and the same maturity equal in principal amount to the unredeemed portion of the Security surrendered.


 


ARTICLE IV

COVENANTS


 


Section 4.1.       Payment
of Principal and Interest. The Company covenants and agrees for the benefit of the Holders of each Series of Securities that
it will duly and punctually pay the principal of and interest, if any, on the Securities of that Series in accordance with the terms
of such Securities and this Indenture.


 


Section 4.2.       SEC
Reports. The Company shall, so long as any Securities are outstanding, deliver to the Trustee within 15 days after it files them with
the SEC copies of the annual reports and of the information, documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13
or 15(d) of the Exchange Act. The Company also shall comply with the other provisions of TIA § 314(a). Reports, information
and documents filed with the SEC via the EDGAR system will be deemed to be delivered to the Trustee as of the time of such filing via
EDGAR for purposes of this Section 4.2.


 


Section 4.3.       Compliance
Certificate. The Company shall, so long as any Securities are outstanding, deliver to the Trustee, within 90 days after the end of
each fiscal year of the Company, an Officer’s Certificate stating that a review of the activities of the Company during the preceding
fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to
the best of such Officer’s knowledge the Company has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a
Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge).


 


The Company will, so long as any of the Securities
are outstanding, deliver to the Trustee, promptly upon becoming aware of any Default or Event of Default, an Officer’s Certificate
specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto.


 






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Section 4.4.       Stay,
Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the performance of this Indenture or the Securities; and the Company
(to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not,
by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law has been enacted.


 


ARTICLE V

SUCCESSORS


 


Section 5.1        When
Company May Merge, Etc. The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially
all of its properties and assets to, any person (a “successor person”) unless:


 


(a)      the
Company is the surviving corporation or the successor person (if other than the Company) is a corporation organized and validly existing
under the laws of any U.S. domestic jurisdiction and expressly assumes the Company’s obligations on the Securities and under this
Indenture; and


 


 (b)      immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.




 


The Company shall deliver to the Trustee prior
to the consummation of the proposed transaction an Officer’s Certificate to the foregoing effect and an Opinion of Counsel stating
that the proposed transaction and any supplemental indenture hereto comply with this Indenture.


 


Notwithstanding the above, any Subsidiary of the
Company may consolidate with, merge into or transfer all or part of its properties to the Company. Neither an Officer’s
Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith.


 


Section 5.2        Successor
Corporation Substituted. Upon any consolidation or merger, or any sale, lease, conveyance or other disposition of all or
substantially all of the assets of the Company in accordance with Section 5.1, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale, lease, conveyance or other disposition is made
shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same
effect as if such successor person has been named as the Company herein; provided, however, that the predecessor Company in
the case of a sale, conveyance or other disposition (other than a lease) shall be released from all obligations and covenants under
this Indenture and the Securities.


 






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ARTICLE VI

DEFAULTS AND REMEDIES


 


Section 6.1        Events
of Default.


 


“Event of Default,” wherever used herein
with respect to Securities of any Series, means any one of the following events, unless in the establishing Board Resolution, supplemental
indenture hereto or Officer’s Certificate, it is provided that such Series shall not have the benefit of said Event of Default:


 


(a)         default
in the payment of any interest on any Security of that Series when it becomes due and payable, and continuance of such default for
a period of 30 days (unless the entire amount of such payment is deposited by the Company with the Trustee or with a Paying Agent prior
to 11:00 a.m., New York City time, on the 30th day of such period); or


 


		(b)	default in the payment of principal or any premium of any Security of that Series when due;



 


		(c)	default in the payment of any sinking fund when it becomes due and payable;



 


(d)      default
in the performance or breach of any covenant or warranty of the Company in this Indenture (other than defaults pursuant to paragraph (a),
(b) or (c) above or pursuant to a covenant or warranty that has been included in this Indenture solely for the benefit of Series of
Securities other than that Series), which default continues uncured for a period of 180 days after there has been given, by registered
or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount
of the outstanding Securities of that Series a written notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or


 


		(e)	the Company pursuant to or within the meaning of any Bankruptcy Law:



 


		(i)	commences a voluntary case,



 


		(ii)	consents to the entry of an order for relief against it in an involuntary case,



 


		(iii)	consents to the appointment of a Custodian of it or for all or substantially all of its property,



 


		(iv)	makes a general assignment for the benefit of its creditors, or



 


		(v)	generally is unable to pay its debts as the same become due; or



 






    	 	17 	 



     


    

 


		(f)	a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:



 


		(i)	is for relief against the Company in an involuntary case,



 


		(ii)	appoints a Custodian of the Company or for all or substantially all of its property, or



 


		(iii)	orders
the liquidation of the Company, 



 


and the order or decree remains unstayed and in effect for 60 days; or


 


(g)         any
other Event of Default provided with respect to Securities of that Series, which is specified in a Board Resolution, a supplemental indenture
hereto or an Officer’s Certificate, in accordance with Section 2.2.15.


 


The term “Bankruptcy Law” means title
11, U.S. Code or any similar federal or state law for the relief of debtors. The term “Custodian” means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.


 


Section 6.2          Acceleration
of Maturity; Rescission and Annulment. If an Event of Default with respect to Securities of any Series at the time outstanding
occurs and is continuing (other than an Event of Default referred to in Section 6.1(e) or (f)) then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the outstanding Securities of that Series may declare the principal
amount (or, if any Securities of that Series are Discount Securities, such portion of the principal amount as may be specified in
the terms of such Securities) of and accrued and unpaid interest, if any, on all of the Securities of that Series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such
principal amount (or specified amount) and accrued and unpaid interest, if any, shall become immediately due and payable. If an Event
of Default specified in Section 6.1(e) or (f) shall occur, the principal amount (or specified amount) of and accrued and
unpaid interest, if any, on all outstanding Securities shall ipso facto become and be immediately due and payable without any declaration
or other act on the part of the Trustee or any Holder.


 


At any time after such a declaration of acceleration
with respect to any Series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee
as hereinafter in this Article provided, the Holders of a majority in principal amount of the outstanding Securities of that Series,
by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if all Events of Default
with respect to Securities of that Series, other than the non-payment of the principal and interest, if any, of Securities of that Series which
have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13.


 






    	 	18 	 



     


    

 


No such rescission shall affect any subsequent Default or
impair any right consequent thereon.


 


Section 6.3          Collection
of Indebtedness and Suits for Enforcement by Trustee. The Company covenants that if:


 


(a)         default
is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period
of 30 days, or


 


 (b)         default is made in the payment of principal of any Security at the Maturity thereof, or




 


(c)         default is made in the deposit of any
sinking fund payment when and as due by the terms of a Security,


 


 then, the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and
interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and any
overdue interest at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.


 


If the Company fails to pay such amounts forthwith
upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection
of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company
or any other obligor upon such Securities and collect the moneys adjudged or deemed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever situated.


 


If an Event of Default with respect to any Securities
of any Series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights
of the Holders of Securities of such Series by such appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy.


 


Section 6.4          Trustee
May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have
made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in
such proceeding or otherwise,


 






    	 	19 	 



     


    

 


(a)         to
file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file such other
papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial
proceeding, and


 


(b)         to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the same,  any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its
agents and counsel, and any other amounts due the Trustee under Section 7.7.


 


Nothing contained in this
Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceeding.


 


Section 6.5          Trustee
May Enforce Claims Without Possession of Securities. All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances
of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment
has been recovered.


 


Section 6.6          Application
of Money Collected. Any money or property collected by the Trustee pursuant to this Article shall be applied in the following
order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or property on account of principal or
interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof
if fully paid:


 


First: To the payment of all amounts due the Trustee under
Section 7.7; and


 


Second: To the payment of
the amounts then due and unpaid for principal of and interest on the Securities in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for
principal and interest, respectively; and


 


Third: To the Company.


 






    	 	20 	 



     


    

 


Section 6.7          Limitation
on Suits. No Holder of any Security of any Series shall have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:


 


(a)         such Holder has previously given written
notice to the Trustee of a continuing Event of Default with respect to the Securities of that Series;


 


(b)        the
Holders of not less than 25% in principal amount of the outstanding Securities of that Series shall have made written request to
the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(c)         such
Holder or Holders have offered to the Trustee indemnity or security reasonably satisfactory to the Trustee against the costs, expenses
and liabilities which might be incurred by the Trustee in compliance with such request;


 


 (d)         the Trustee for 60 days after its receipt
of such notice, request and offer of indemnity has failed to institute any such proceeding; and




 


(e)         no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the outstanding Securities of that Series;


 


it being understood, intended and expressly covenanted by the Holder
of every Security with every other Holder and the Trustee that no one or more of such Holders shall have any right in any manner whatever
by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders,
or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of all such Holders of the applicable Series.


 


Section 6.8          Unconditional
Right of Holders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest, if any, on such
Security on the Maturity of such Security, including the Stated Maturity expressed in such Security (or, in the case of redemption, on
the redemption date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the
consent of such Holder.


 


Section 6.9          Restoration
of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under
this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the
Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 






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Section 6.10        Rights
and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in Section 2.8, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not, to the extent permitted by law, prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 


Section 6.11        Delay
or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.


 


Section 6.12        Control
by Holders. The Holders of a majority in principal amount of the outstanding Securities of any Series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such Series; provided that:


 


 (a)         such direction shall not be in conflict with any rule of law or with this Indenture,




 


 (b)         the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction,




 


(c)         subject
to the provisions of Section 6.1, the Trustee shall have the right to decline to follow any such direction if the Trustee in good
faith shall, by a Responsible Officer of the Trustee, determine that the proceeding so directed would involve the Trustee in personal
liability, and


 


(d)        prior
to taking any action as directed under this Section 6.12, the Trustee shall be entitled to indemnity reasonably satisfactory to it
against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.


 


Section 6.13        Waiver
of Past Defaults. The Holders of not less than a majority in principal amount of the outstanding Securities of any
Series may on behalf of the Holders of all the Securities of such Series waive any past Default hereunder with respect to
such Series and its consequences, except a Default in the payment of the principal of or interest on any Security of such
Series (provided, however, that the Holders of a majority in principal amount of the outstanding Securities of any
Series may rescind an acceleration and its consequences, including any related payment default that resulted from such
acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.


 






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Section 6.14        Undertaking
for Costs. All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit
of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company, to any suit
instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the outstanding Securities of any Series, or to any suit instituted by any Holder for the enforcement of the payment of the
principal of or interest on any Security on or after the Maturity of such Security, including the Stated Maturity expressed in such Security
(or, in the case of redemption, on the redemption date).


 


ARTICLE VII

TRUSTEE


 


Section 7.1          Duties
of Trustee.


 


(a)         If
an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct
of such person’s own affairs.


 


 (b)        Except during the continuance of an Event of Default:




 


 (i)           The Trustee need perform only those duties that are specifically set forth in this Indenture and no others.




 


(ii)          In
the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon Officer’s Certificates or Opinions of Counsel furnished to the Trustee and conforming to the requirements
of this Indenture;


 


however, in the case of any such Officer’s Certificates
or Opinions of Counsel which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall examine
such Officer’s Certificates and Opinions of Counsel to determine whether or not they conform to the form requirements of this Indenture.


 






    	 	23 	 



     


    

 


(c)           The Trustee may
not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:


 


 (i)           This paragraph does not limit the effect of paragraph (b) of this Section.




 


(ii)          The
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee
was negligent in ascertaining the pertinent facts.


 


(iii)         The
Trustee shall not be liable with respect to any action taken, suffered or omitted to be taken by it with respect to Securities of any
Series in good faith in accordance with the direction of the Holders of a majority in principal amount of the outstanding Securities
of such Series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such Series in accordance with
Section 6.12.


 


 (d)           Every provision of this Indenture that in any way relates to the Trustee is subject to paragraph (a), (b) and (c) of this Section.




 


(e)           The
Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity reasonably satisfactory to it against
the costs, expenses and liabilities that might be incurred by it in performing such duty or exercising such right or power.


 


(f)            The
Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money
held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)           No
provision of this Indenture shall require the Trustee to risk its own funds or otherwise incur any financial liability in the performance
of any of its duties, or in the exercise of any of its rights or powers, if adequate indemnity against such risk is not assured to the
Trustee to its reasonable satisfaction.


 


(h)           The
Paying Agent, the Registrar and any authenticating agent shall be entitled to the protections and immunities as are set forth in paragraphs
(e), (f) and (g) of this Section, each with respect to the Trustee.


 


Section 7.2             Rights
of Trustee.


 


(a)           The
Trustee may rely on and shall be protected in acting or refraining from acting upon any document (whether in its original or facsimile
form) believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact
or matter stated in the document.


 






    	 	24 	 



     


    

 


(b)          Before
the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel.


 


(c)          The
Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. No
Depositary shall be deemed an agent of the Trustee and the Trustee shall not be responsible for any act or omission by any Depositary.


 


(d)          The
Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights
or powers, provided that the Trustee’s conduct does not constitute willful misconduct or negligence.


 


(e)          The
Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder without willful misconduct or negligence, and in reliance
thereon.


 


(f)           The
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any of the Holders of Securities unless such Holders shall have offered to the Trustee security or indemnity reasonably satisfactory
to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.


 


(g)          The
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit.


 


(h)          The
Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office
of the Trustee, and such notice references the Securities generally or the Securities of a particular Series and this Indenture.


 


Section 7.3          Individual
Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or an Affiliate of the Company with the same rights it would have if it were not Trustee. Any Agent may
do the same with like rights. The Trustee is also subject to Sections 7.10 and 7.11.


 


Section 7.4          Trustee’s
Disclaimer. The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not
be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its authentication.


 






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Section 7.5          Notice
of Defaults. If a Default or Event of Default occurs and is continuing with respect to the Securities of any Series and if it
is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Securityholder of the Securities of that Series notice
of a Default or Event of Default within 90 days after it occurs or, if later, after a Responsible Officer of the Trustee has knowledge
of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal of or interest on any
Security of any Series, the Trustee may withhold the notice if and so long as its corporate trust committee or a committee of its Responsible
Officers in good faith determines that withholding the notice is in the interests of Securityholders of that Series.


 


Section 7.6          Reports
by Trustee to Holders. Within 60 days after each anniversary of the date of this Indenture, the Trustee shall transmit by mail to
all Securityholders, as their names and addresses appear on the register kept by the Registrar, a brief report dated as of such anniversary
date, in accordance with, and to the extent required under, TIA § 313.


 


A copy of each report at the time of its mailing
to Securityholders of any Series shall be filed with the SEC and each national securities exchange on which the Securities of that
Series are listed. The Company shall promptly notify the Trustee when Securities of any Series are listed on any national securities
exchange.


 


Section 7.7          Compensation
and Indemnity. The Company shall pay to the Trustee from time to time compensation for its services as the Company and the Trustee
shall from time to time agree upon in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee
of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out of pocket expenses incurred by it. Such
expenses shall include the reasonable compensation and expenses of the Trustee’s agents and counsel.


 


The Company shall indemnify each of the Trustee
and any predecessor Trustee (including the cost of defending itself) against any loss, liability or expense, including taxes (other than
taxes based upon, measured by or determined by the income of the Trustee) incurred by it except as set forth in the next paragraph in
the performance of its duties under this Indenture as Trustee or Agent. The Trustee shall notify the Company promptly of any claim for
which it may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have one
separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement
made without its consent, which consent shall not be unreasonably withheld. This indemnification shall apply to officers, directors, employees,
shareholders and agents of the Trustee.


 


The Company need not reimburse any expense or indemnify
against any loss or liability incurred by the Trustee or by any officer, director, employee, shareholder or agent of the Trustee through
willful misconduct or negligence.


 






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To secure the Company’s payment obligations
in this Section, the Trustee shall have a lien prior to the Securities of any Series on all money or property held or collected by
the Trustee, except that held in trust to pay principal of and interest on particular Securities of that Series.


 


When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 6.1(e) or (f) occurs, the expenses and the compensation for the services
are intended to constitute expenses of administration under any Bankruptcy Law.


 


The provisions of this Section shall survive the termination
of this Indenture.


 


Section 7.8          Replacement
of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor
Trustee’s acceptance of appointment as provided in this Section.


 


The Trustee may resign with respect to the Securities
of one or more Series by so notifying the Company at least 30 days prior to the date of the proposed resignation. The Holders of
a majority in principal amount of the Securities of any Series may remove the Trustee with respect to that Series by so notifying
the Trustee and the Company. The Company may remove the Trustee with respect to Securities of one or more Series if:


 


		(a)	the Trustee fails to comply with Section 7.10;



 


 (b)          the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;




 


		(c)	a Custodian or public officer takes charge of the Trustee or its property; or



 


		(d)	the Trustee becomes incapable of acting.



 


If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor
Trustee takes office, the Holders of a majority in principal amount of the then outstanding Securities may appoint a successor Trustee
to replace the successor Trustee appointed by the Company.


 


If a successor Trustee with respect to the Securities
of any one or more Series does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee,
the Company or the Holders of at least a majority in principal amount of the Securities of the applicable Series may petition any
court of competent jurisdiction for the appointment of a successor Trustee.


 


A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. Immediately after that, the retiring Trustee shall
transfer all property held by it as Trustee to the successor Trustee subject to the lien provided for in Section 7.7, the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee with respect to each Series of Securities for which it is acting as Trustee under this Indenture. A
successor Trustee shall mail a notice of its succession to each Securityholder of each such Series. Notwithstanding replacement of
the Trustee pursuant to this Section 7.8, the Company’s obligations under Section 7.7 hereof shall continue for the
benefit of the retiring Trustee with respect to expenses and liabilities incurred by it for actions taken or omitted to be taken in
accordance with its rights, powers and duties under this Indenture prior to such replacement.


 






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Section 7.9          Successor
Trustee by Merger, Etc. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate
trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee, subject to
Section 7.10.


 


Section 7.10        Eligibility;
Disqualification. This Indenture shall always have a Trustee who satisfies the requirements of TIA § 310(a)(1), (2) and
(5). The Trustee shall always have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual
report of condition. The Trustee shall comply with TIA § 310(b).


 


Section 7.11        Preferential
Collection of Claims Against Company. The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed
in TIA § 311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent indicated.


 


ARTICLE VIII


SATISFACTION AND DISCHARGE; DEFEASANCE


 


Section 8.1.         Satisfaction
and Discharge of Indenture. This Indenture shall upon Company Order cease to be of further effect (except as hereinafter provided
in this Section 8.1), and the Trustee, at the expense of the Company, shall execute instruments acknowledging satisfaction and discharge
of this Indenture, when


 


		(a)	either:



 


(i)           all
Securities theretofore authenticated and delivered (other than Securities that have been destroyed, lost or stolen and that have been
replaced or paid) have been delivered to the Trustee for cancellation; or


 


 (ii)          all such Securities not theretofore delivered to the Trustee for cancellation




 


		(1)	have become due and payable, or



 


		(2)	will become due and payable at their Stated Maturity within one year, or



 






    	 	28 	 



     


    

 


(3)          have
been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the expense, of the Company, or


 


		(4)	are deemed paid and discharged pursuant to Section 8.3, as applicable;



 


and the Company, in the case of (1), (2) or (3) above, has
irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount of money or U.S. Government Obligations
sufficient for the purpose of paying and discharging the entire indebtedness on such Securities not theretofore delivered to the Trustee
for cancellation, for principal and interest to the date of such deposit (in the case of Securities which have become due and payable
on or prior to the date of such deposit) or to the Stated Maturity or redemption date, as the case may be;


 



(b)         the Company has paid or
caused to be paid all other sums payable hereunder by the Company; and




 


(c)         the
Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 7.7, and, if money shall have been deposited with
the Trustee pursuant to clause (a) of this Section, the provisions of Sections 2.4, 2.7, 2.8, 8.2 and 8.5 shall survive.


 


Section 8.2.          Application
of Trust Funds; Indemnification.


 


(a)         Subject to the provisions of
Section 8.5, all money or U.S. Government Obligations deposited with the Trustee pursuant to Section 8.1, all money and
U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee pursuant to Section 8.3 or 8.4 and all
money received by the Trustee in respect of U.S. Government Obligations or Foreign Government Obligations deposited with the Trustee
pursuant to Section 8.3 or 8.4, shall be held in trust and applied by it, in accordance with the provisions of the Securities
and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the persons entitled thereto, of the principal and interest for whose payment such money has
been deposited with or received by the Trustee or to make mandatory sinking fund payments or analogous payments as contemplated by
Sections 8.3 or 8.4.


 


(b)        The
Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against U.S. Government
Obligations or Foreign Government Obligations deposited pursuant to Sections 8.3 or 8.4 or the interest and principal received in respect
of such obligations other than any payable by or on behalf of Holders.


 






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(c)         The
Trustee shall deliver or pay to the Company from time to time upon Company Order any U.S. Government Obligations or Foreign Government
Obligations or money held by it as provided in Sections 8.3 or 8.4 which, in the opinion of a nationally recognized firm of independent
certified public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for the purpose for which such U.S. Government Obligations or
Foreign Government Obligations or money were deposited or received. This provision shall not authorize the sale by the Trustee of any
U.S. Government Obligations or Foreign Government Obligations held under this Indenture.


 


Section 8.3.         Legal
Defeasance of Securities of any Series. Unless this Section 8.3 is otherwise specified, pursuant to Section 2.2, to be inapplicable
to Securities of any Series, the Company shall be deemed to have paid and discharged the entire indebtedness on all the outstanding Securities
of any Series on the 91st day after the date of the deposit referred to in subparagraph (d) hereof, and the provisions of this
Indenture, as it relates to such outstanding Securities of such Series, shall no longer be in effect (and the Trustee, at the expense
of the Company, shall, upon receipt of a Company Order, execute instruments acknowledging the same), except as to:


 


(a)         the
rights of Holders of Securities of such Series to receive, from the trust funds described in subparagraph (d) hereof, (i) payment
of the principal of and each installment of principal of and interest on the outstanding Securities of such Series on the Maturity
of such principal or installment of principal or interest and (ii) the benefit of any mandatory sinking fund payments applicable
to the Securities of such Series on the day on which such payments are due and payable in accordance with the terms of this Indenture
and the Securities of such Series;


 


		(b)	the provisions of Sections 2.4, 2.7, 2.8, 8.2, 8.3 and 8.5; and



 


		(c)	the rights, powers, trust and immunities of the Trustee hereunder and the Company’s obligations in connection therewith;



 


provided that, the following conditions shall have been satisfied:


 


(d)         the
Company shall have deposited or caused to be irrevocably deposited (except as provided in Section 8.2(c)) with the Trustee as trust
funds in trust for the purpose of making the following payments, specifically pledged as security for and dedicated solely to the benefit
of the Holders of such Securities (i) in the case of Securities of such Series denominated in Dollars, cash in Dollars and/or
U.S. Government Obligations, or (ii) in the case of Securities of such Series denominated in a Foreign Currency (other than
a composite currency), money and/or Foreign Government Obligations, which through the payment of interest and principal in respect thereof
in accordance with their terms, will provide (and without reinvestment and assuming no tax liability will be imposed on such Trustee),
not later than one day before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized
firm of independent public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay
and discharge each installment of principal of and interest, if any, on and any mandatory sinking fund
payments in respect of all the Securities of such Series on the dates such installments of interest or principal and such sinking
fund payments are due;


 






    	 	30 	 



     


    

 


(e)        such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;


 


(f)          no
Default or Event of Default with respect to the Securities of such Series shall have occurred and be continuing on the date of such
deposit or during the period ending on the 91st day after such date;


 


(g)        the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel to the effect that (i) the Company
has received from, or there has been published by, the Internal Revenue Service a ruling, or (ii) since the date of execution of
this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the Securities of such Series will not recognize income, gain or loss
for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the
same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not
occurred;


 


(h)         the
Company shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the
intent of defeating, hindering, delaying or defrauding any other creditors of the Company; and


 


(i)          the
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to the defeasance contemplated by this Section have been complied with.


 


Section 8. 4          Covenant
Defeasance. Unless this Section 8.4 is otherwise specified pursuant to Section 2.2 to be inapplicable to Securities of any
Series, the Company may omit to comply with respect to the Securities of any Series with any term, provision or condition set forth
under Sections 4.2, 4.3, 4.4, and 5.1 as well as any additional covenants specified in a supplemental indenture for such Series of
Securities or a Board Resolution or an Officer’s Certificate delivered pursuant to Section 2.2 (and the failure to comply with
any such covenants shall not constitute a Default or Event of Default with respect to such Series under Section 6.1) and the
occurrence of any event specified in a supplemental indenture for such Series of Securities or a Board Resolution or an Officer’s
Certificate delivered pursuant to Section 2.2 and designated as an Event of Default shall not constitute a Default or Event of Default
hereunder, with respect to the Securities of such Series, provided that the following conditions shall have been satisfied:


 


(a)         With
reference to this Section 8.4, the Company has deposited or caused to be irrevocably deposited (except as provided in
Section 8.2(c)) with the Trustee as trust funds in trust for the purpose of making the following payments specifically
pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities (i) in the case of Securities
of such Series denominated in Dollars, cash in Dollars and/or U.S. Government Obligations, or (ii) in the case of
Securities of such Series denominated in a Foreign Currency (other than a composite currency), money and/or Foreign Government
Obligations, which through the payment of interest and principal in respect thereof in accordance with their terms, will provide
(and without reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day before the due date
of any payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of independent certified
public accountants or investment bank expressed in a written certification thereof delivered to the Trustee, to pay and discharge
each installment of principal of and interest, if any, on and any mandatory sinking fund payments in respect of the Securities of
such Series on the dates such installments of interest or principal and such sinking fund payments are due;


 






    	 	31 	 



     


    

 


(b)        Such
deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;


 


(c)         No Default or Event of Default with respect
to the Securities of such Series shall have occurred and be continuing on the date of such deposit;


 


(d)        The Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that Holders of the Securities of such Series will not recognize income, gain or
loss for federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance
had not occurred;


 


(e)         The
Company shall have delivered to the Trustee an Officer’s Certificate stating the deposit was not made by the Company with the intent
of defeating, hindering, delaying or defrauding any other creditors of the Company; and


 


(f)          The
Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the covenant defeasance contemplated by this Section have been complied with.


 


Section 8. 5         Repayment
to Company. Subject to applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon request any
money held by them for the payment of principal and interest that remains unclaimed for two years. After that, Securityholders entitled
to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another
person.


 






    	 	32 	 



     


    

 


Section 8. 6 Reinstatement.
If the Trustee or the Paying Agent is unable to apply any money deposited with respect to Securities of any Series in
accordance with Section 8.1 by reason of any legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such application, the obligations of the Company under this
Indenture with respect to the Securities of such Series and under the Securities of such Series shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.1 until such time as the Trustee or the Paying Agent is
permitted to apply all such money in accordance with Section 8.1; provided, however, that if the Company has made any payment
of principal of or interest on or any Additional Amounts with respect to any Securities because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of such Securities to receive such payment from the money
or U.S. Government Obligations held by the Trustee or Paying Agent after payment in full to the Holders.


 


ARTICLE IX

AMENDMENTS AND WAIVERS


 


Section 9.1.         Without
Consent of Holders. The Company and the Trustee may amend or supplement this Indenture or the Securities of one or more Series without
the consent of any Securityholder:


 


		(a)	to cure any ambiguity, defect or inconsistency;



 


		(b)	to comply with Article V;



 


		(c)	to provide for uncertificated Securities in addition to or in place of certificated Securities;



 


		(d)	to surrender any of the Company’s rights or powers under this Indenture



 


		(e)	to add covenants or events of default for the benefit of the holders of Securities of any Series;



 


		(f)	to comply with the applicable procedures of the applicable depositary;



 


		(g)	to make any change that does not adversely affect the rights of any Securityholder;



 


(h)          to provide for the issuance of and establish the form and terms and conditions of Securities of any Series as permitted by this Indenture;




 


(i)    
       to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or more Series and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more
than one Trustee; or


 


		(j)	to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the TIA.



 






    	 	33 	 



     


    

 


Section 9.2.         With
Consent of Holders. The Company and the Trustee may enter into a supplemental indenture with the written consent of the Holders of
at least a majority in principal amount of the outstanding Securities of each Series affected by such supplemental indenture (including
consents obtained in connection with a tender offer or exchange offer for the Securities of such Series), for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner the rights of the Securityholders of each such Series. Except as provided in Section 6.13, the Holders of
at least a majority in principal amount of the outstanding Securities of any Series by notice to the Trustee (including consents
obtained in connection with a tender offer or exchange offer for the Securities of such Series) may waive compliance by the Company with
any provision of this Indenture or the Securities with respect to such Series.


 


It shall not be necessary for the consent of the
Holders of Securities under this Section 9.2 to approve the particular form of any proposed supplemental indenture or waiver, but
it shall be sufficient if such consent approves the substance thereof. After a supplemental indenture or waiver under this section becomes
effective, the Company shall mail to the Holders of Securities affected thereby, a notice briefly describing the supplemental indenture
or waiver. Any failure by the Company to mail or publish such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture or waiver.


 


Section 9.3.         Limitations.
Without the consent of each Securityholder affected, an amendment or waiver may not:


 


		(a)	reduce the principal amount of Securities whose Holders must consent to an amendment, supplement or waiver;



 


		(b)	reduce the rate of or extend the time for payment of interest (including default interest) on any Security;



 


(c)       reduce
the principal or change the Stated Maturity of any Security or reduce the amount of, or postpone the date fixed for, the payment of any
sinking fund or analogous obligation;




 


 (d)      reduce the principal amount of Discount Securities payable upon acceleration of the maturity thereof;




 


(e)      waive
a Default or Event of Default in the payment of the principal of or interest, if any, on any Security (except a rescission of acceleration
of the Securities of any Series by the Holders of at least a majority in principal amount of the outstanding Securities of such
Series and a waiver of the payment default that resulted from such acceleration);




 






    	 	34 	 



     


    

 


		(f)	make the principal of or interest, if any, on any Security payable in any currency other than that stated in the Security;



 


		(g)	make any change in Sections 6.8, 6.13 or 9.3 (this sentence); or



 


		(h)	waive a redemption payment with respect to any Security, provided that such redemption is made at the Company’s option.



 


Section 9.4.          Compliance
with Trust Indenture Act. Every amendment to this Indenture or the Securities of one or more Series shall be set forth in a supplemental
indenture hereto that complies with the TIA as then in effect.


 


Section 9.5.          Revocation
and Effect of Consents. Until an amendment is set forth in a supplemental indenture or a waiver becomes effective, a consent to it
by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that
evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security. However,
any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a Security if the Trustee receives the notice
of revocation before the date of the supplemental indenture or the date the waiver becomes effective.


 


Any amendment or waiver once effective shall bind
every Securityholder of each Series affected by such amendment or waiver unless it is of the type described in any of clauses (a) through
(h) of Section 9.3. In that case, the amendment or waiver shall bind each Holder of a Security who has consented to it and every
subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security.


 


The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the Holders entitled to give their consent or take any other action described above or
required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding
paragraph, those persons who were Holders at such record date (or their duly designated proxies), and only those persons, shall be entitled
to give such consent or to revoke any consent previously given or take any such action, whether or not such persons continue to be Holders
after such record date. No such consent shall be valid or effective for more than 120 days after such record date.


 


Section 9.6.          Notation
on or Exchange of Securities. The Company or the Trustee may place an appropriate notation about an amendment or waiver on
any Security of any Series thereafter authenticated. The Company in exchange for Securities of that Series may issue and the
Trustee shall authenticate upon request new Securities of that Series that reflect the amendment or waiver.


 


Section 9.7.          Trustee
Protected. In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and
(subject to Section 7.1) shall be fully protected in relying upon, an Officer’s Certificate or an Opinion of
Counsel complying with Section 10.4. The Trustee shall sign all supplemental indentures upon delivery of such an
Officer’s Certificate or Opinion of Counsel, except that the Trustee need not sign any supplemental indenture that adversely
affects its rights.


 






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ARTICLE X

MISCELLANEOUS


 


Section 10.1        Trust
Indenture Act Controls. If any provision of this Indenture limits, qualifies, or conflicts with another provision which is required
or deemed to be included in this Indenture by the TIA, such required or deemed provision shall control.


 


Section 10.2        Notices.
Any notice or communication by the Company or the Trustee to the other, or by a Holder to the Company or the Trustee, is duly given if
in writing and delivered in person or mailed by first-class mail:


 


if to the Company:


 


Mesa Laboratories, Inc.


12100 6th Ave.


Lakewood, CO 80228


Attention: Gary Owens, Chief Executive Officer


 


With copies
to:


 


Davis Graham & Stubbs LLP


1550 Seventeenth Street, Suite 500


Denver, Colorado 80202


Attention: John A. Elofson, Esq.


 


if to the Trustee:


 


Attention:


 


The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.


 


Any notice or communication to a
Securityholder shall be mailed by first-class mail to his address shown on the register kept by the Registrar. Failure to mail a
notice or communication to a Securityholder of any Series or any defect in it shall not affect its sufficiency with respect to
other Securityholders of that or any other Series.


 






    	 	36 	 



     


    

 


If a notice or communication is mailed or published
in the manner provided above, within the time prescribed, it is duly given, whether or not the Securityholder receives it.


 


If the Company mails a notice or communication to Securityholders,
it shall mail a copy to the Trustee and each Agent at the same time.


 


Notwithstanding any other provision of this Indenture
or any Security, where this Indenture or any Security provides for notice of any event (including any notice of redemption) to a Holder
of a Global Security (whether by mail or otherwise), such notice shall be sufficiently given to the Depositary for such Security (or its
designee) pursuant to the customary procedures of such Depositary.


 


Section 10.3        Communication
by Holders with Other Holders. Securityholders of any Series may communicate pursuant to TIA § 312(b) with other Securityholders
of that Series or any other Series with respect to their rights under this Indenture or the Securities of that Series or
all Series. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).


 


Section 10.4        Certificate
and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this
Indenture, the Company shall furnish to the Trustee:


 


(a)         an
Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and


 


 (b)         an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with.




 


Section 10.5        Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for
in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply with the provisions of TIA §
314(e) and shall include:


 


 (a)         a statement that the person making such
certificate or opinion has read such covenant or condition;




 


(b)        a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such
certificate or opinion are based;


 


(c)         a
statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express
an informed opinion as to whether or not such covenant or condition has been complied with; and


 






    	 	37 	 



     


    

 


 (d)        a statement as to whether or not, in the
opinion of such person, such condition or covenant has been complied with.




 


Section 10.6        Rules by
Trustee and Agents. The Trustee may make reasonable rules for action by or a meeting of Securityholders of one or more Series. Any
Agent may make reasonable rules and set reasonable requirements for its functions.


 


Section 10.7        Legal
Holidays. Unless otherwise provided by Board Resolution, Officer’s Certificate or supplemental indenture hereto for a particular
Series, a “Legal Holiday” is any day that is not a Business Day. If a payment date is a Legal Holiday at a place of payment,
payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening
period.


 


Section 10.8        No Recourse
Against Others. A director, officer, employee or stockholder (past or present), as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or this Indenture or for any claim based on, in respect of or by reason
of such obligations or their creation. Each Securityholder by accepting a Security waives and releases all such liability. The waiver
and release are part of the consideration for the issue of the Securities.


 


Section 10.9        Counterparts.
This Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. The exchange of
copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery
of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties
hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


Section 10.10      Governing
Law. THIS INDENTURE AND THE SECURITIES, INCLUDING ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS INDENTURE OR
THE SECURITIES, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF OTHER
THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).


 


Section 10.11      No
Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret another indenture, loan or debt agreement
of the Company or a Subsidiary of the Company. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.


 


Section 10.12      Successors.
All agreements of the Company in this Indenture and the Securities shall bind its successor. All agreements of the Trustee in this Indenture
shall bind its successor.


 






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Section 10.13      Severability.
In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


Section 10.14      Table
of Contents, Headings, Etc. The Table of Contents, Cross Reference Table, and headings of the Articles and Sections of this Indenture
have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any
of the terms or provisions hereof.


 


Section 10.15      Securities
in a Foreign Currency. Unless otherwise specified in a Board Resolution, a supplemental indenture hereto or an Officer’s
Certificate delivered pursuant to Section 2.2 of this Indenture with respect to a particular Series of Securities, whenever
for purposes of this Indenture any action may be taken by the Holders of a specified percentage in aggregate principal amount of Securities
of all Series or all Series affected by a particular action at the time outstanding and, at such time, there are outstanding
Securities of any Series which are denominated in more than one currency, then the principal amount of Securities of such Series which
shall be deemed to be outstanding for the purpose of taking such action shall be determined by converting any such other currency into
a currency that is designated upon issuance of any particular Series of Securities. Unless otherwise specified in a Board Resolution,
a supplemental indenture hereto or an Officer’s Certificate delivered pursuant to Section 2.2 of this Indenture with respect
to a particular Series of Securities, such conversion shall be at the spot rate for the purchase of the designated currency as published
in The Financial Times in the “Currency Rates” section (or, if The Financial Times is no longer published, or if such information
is no longer available in The Financial Times, such source as may be selected in good faith by the Company) on any date of determination.
The provisions of this paragraph shall apply in determining the equivalent principal amount in respect of Securities of a Series denominated
in currency other than Dollars in connection with any action taken by Holders of Securities pursuant to the terms of this Indenture.


 


All decisions and determinations provided for in
the preceding paragraph shall, in the absence of manifest error, to the extent permitted by law, be conclusive for all purposes and irrevocably
binding upon the Trustee and all Holders.


 


Section 10.16       Judgment
Currency. The Company agrees, to the fullest extent that it may effectively do so under applicable law, that (a) if for the
purpose of obtaining judgment in any court it is necessary to convert the sum due in respect of the principal of or interest or
other amount on the Securities of any Series (the “Required Currency”) into a currency in which a judgment will be
rendered (the “Judgment Currency”), the rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the Required Currency with the Judgment Currency on the day on
which final unappealable judgment is entered, unless such day is not a New York Banking Day, then the rate of exchange used shall be
the rate at which in accordance with normal banking procedures the Trustee could purchase in The City of New York the Required
Currency with the Judgment Currency on the New York Banking Day preceding the day on which final unappealable judgment is entered
and (b) its obligations under this Indenture to make payments in the Required Currency (i) shall not be discharged
or satisfied by any tender, any recovery pursuant to any judgment (whether or not entered in accordance with subsection (a)), in any
currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by
the payee, of the full amount of the Required Currency expressed to be payable in respect of such payments, (ii) shall be
enforceable as an alternative or additional cause of action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the Required Currency so expressed to be payable, and
(iii) shall not be affected by judgment being obtained for any other sum due under this Indenture. For purposes of the
foregoing, “New York Banking Day” means any day except a Saturday, Sunday or a legal holiday in The City of New York on
which banking institutions are authorized or required by law, regulation or executive order to close.


 






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ARTICLE XI

SINKING FUNDS


 


Section 11.1        Applicability
of Article. The provisions of this Article shall be applicable to any sinking fund for the retirement of the Securities of a
Series if so provided by the terms of such Securities pursuant to Section 2.2, except as otherwise permitted or required by
any form of Security of such Series issued pursuant to this Indenture.


 


The minimum amount of any sinking fund payment
provided for by the terms of the Securities of any Series is herein referred to as a “mandatory sinking fund payment”
and any other amount provided for by the terms of Securities of such Series is herein referred to as an “optional sinking fund
payment.” If provided for by the terms of Securities of any Series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 11.2. Each sinking fund payment shall be applied to the redemption of Securities of any Series as
provided for by the terms of the Securities of such Series.


 


Section 11.2        Satisfaction
of Sinking Fund Payments with Securities. The Company may, in satisfaction of all or any part of any sinking fund payment
with respect to the Securities of any Series to be made pursuant to the terms of such Securities (1) deliver outstanding
Securities of such Series to which such sinking fund payment is applicable (other than any of such Securities previously called
for mandatory sinking fund redemption) and (2) apply as credit Securities of such Series to which such sinking fund
payment is applicable and which have been repurchased by the Company or redeemed either at the election of the Company pursuant to
the terms of such Series of Securities (except pursuant to any mandatory sinking fund) or through the application of permitted
optional sinking fund payments or other optional redemptions pursuant to the terms of such Securities, provided that such Securities
have not been previously so credited. Such Securities shall be received by the Trustee, together with an Officer’s Certificate
with respect thereto, not later than 15 days prior to the date on which the Trustee begins the process of selecting Securities for
redemption, and shall be credited for such purpose by the Trustee at the price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly. If as a result of the
delivery or credit of Securities in lieu of cash payments pursuant to this Section 11.2, the principal amount of Securities of
such Series to be redeemed in order to exhaust the aforesaid cash payment shall be less than $100,000, the Trustee need
not call Securities of such Series for redemption, except upon receipt of a Company Order that such action be taken, and such
cash payment shall be held by the Trustee or a Paying Agent and applied to the next succeeding sinking fund payment, provided,
however, that the Trustee or such Paying Agent shall from time to time upon receipt of a Company Order pay over and deliver to the
Company any cash payment so being held by the Trustee or such Paying Agent upon delivery by the Company to the Trustee of Securities
of that Series purchased by the Company having an unpaid principal amount equal to the cash payment required to be released to
the Company.


 






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Section 11.3        Redemption
of Securities for Sinking Fund. Not less than 45 days (unless otherwise indicated in the Board Resolution, supplemental indenture
hereto or Officer’s Certificate in respect of a particular Series of Securities) prior to each sinking fund payment date for
any Series of Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next
ensuing mandatory sinking fund payment for that Series pursuant to the terms of that Series, the portion thereof, if any, which
is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting of Securities
of that Series pursuant to Section 11.2, and the optional amount, if any, to be added in cash to the next ensuing mandatory
sinking fund payment, and the Company shall thereupon be obligated to pay the amount therein specified. Not less than 30 days (unless
otherwise indicated in the Board Resolution, Officer’s Certificate or supplemental indenture in respect of a particular Series of
Securities) before each such sinking fund payment date the Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 3.2 and cause notice of the redemption thereof to be given in the name of and at
the expense of the Company in the manner provided in Section 3.3. Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 3.4, 3.5 and 3.6.


 






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IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed as of the day and year first above written.


 


	 	Mesa Laboratories, Inc.
	 	 
	 	By:
	 	Name:
	 	Its:
	 	 
	 	U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:
	 	Name:
	 	Its: